Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed on December 30, 2022 by Novo Integrated Sciences, Inc. (the "Company"), on December 23, 2022, the Company, SwagCheck Inc. ("SWAG"), and all SWAG shareholders (collectively, the "SWAG Shareholders") entered into that certain Share Purchase Agreement (the "SWAG Agreement"). Pursuant to the terms of the SWAG Agreement, the Company agreed to purchase, and the SWAG Shareholders agreed to sell to the Company, 100% of the outstanding shares of SWAG in exchange for $1.00 (the "SWAG Purchase"). SWAG holds a specific right of purchase of a precious gem collection (the "Gems") as provided for in an agreement between SWAG and a Court-appointed Successor Receiver for the United States District Court for the Central District of California (the "Receiver").

In addition to certain customary closing conditions in the SWAG Agreement, the obligations of SWAG and the SWAG Shareholders to consummate the closing of the SWAG Purchase were subject to the satisfaction (or waiver by any of SWAG or the SWAG Shareholders), at or before the closing date, of certain conditions, including that (i) the Company will have provided SWAG with a binding letter of intent (a "LOI") by a competent financing party for financing in the amount of at least $90 million by December 27, 2022 with a closing date no later than December 30, 2022, (ii) $60 million will be distributed directly to the Receiver for the purchase of the Gems by SWAG, and (iii) $30 million is a mark-up to be distributed for the benefit of the outgoing SWAG Shareholders.

On December 30, 2022, the Company, SWAG and the SWAG Shareholders entered into Amendment No. 1 to the SWAG Agreement (the "SWAG Amendment"). Pursuant to the terms of the SWAG Amendment, the parties agreed as follows:

? The closing of the SWAG Purchase will occur no later than January 10, 2023,

with all contemplated extensions being subject to the Receiver's stipulations,

conditions, and limitations.

? The condition for the Company to provide SWAG with a binding LOI has been


   deleted.

? A total of $92 million will be distributed as follows: (i) $60 million will be

distributed to the Receiver for the purchase of the Gems by SWAG, and (ii) a

$32 million mark-up will be distributed directly for the benefit of the

outgoing SWAG Shareholders.

Following the closing of SWAG Purchase, SWAG will be a wholly owned subsidiary of the Company and will own title to the Gems, which the Company intends to either collateralize or sell to raise capital.

The foregoing description of the SWAG Amendment does not purport to be complete and is qualified in its entirety by the actual SWAG Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit   Description

10.1        Amendment No. 1 to Share Purchase Agreement, dated as of December 30,
          2022, by and among Novo Integrated Sciences, Inc., SwagCheck Inc. and
          the shareholders of SwagCheck Inc.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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